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B. Arbitration shall be before a single arbitrator in the County of Alameda, California. The Arbitrator shall apply the Federal Arbitration Act and California substantive law, and shall accompany the award with a reasoned opinion. The arbitrator shall have no authority to award punitive or other damages not measured by the prevailing party's actual damages. The prevailing party shall be entitled to an award of reasonable attorneys' fees. A judgment of any court having jurisdiction may be entered upon the award. C. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy). 9. TERMINATION A. This Agreement may be terminated upon the occurrence of any of the following events: i. By either party upon ninety (90) days' prior written notice to the other party); or ii. By the non -breaching party if a breach of this Agreement is not cured within thirty (30) days following receipt of written notice of the breach from the non - breaching party. B. Termination of this Agreement shall terminate Employer's participation in APPLE, and shall likewise terminate the Administrative Services Agreement entered into between Employer and MidAmerica. Neither Keenan nor MidAmerica (except as specifically provided for under the Administrative Services Agreement) shall be obligated to provide any further APPLE service as of the termination date of this Agreement. It shall be the sole responsibility of the Employer to provide, directly or through an alternate service provider, the services provided by Keenan and/or N idAmerica in conjunction with its 3121 Social Security Alternative Plan. Additionally, the termination of this Agreement and the subsequent termination of MidAmerica Administrative Services Agreement may result in the termination of the APPLE group annuity contract. In such event, APPLE Plan assets shall be subject to withdrawal charges as provided in the carrier's group annuity contract and associated agreement attached as Exhibit D. 10. GENERAL A. This Agreement, its recitals and all exhibits attached to the Agreement contain the entire understanding of the parties related to the subject matter covered by this Agreement and supersede all prior and collateral statements, presentations, communications, reports, agreements or understandings, if any, related to such matter(s). \\Katomasl\legal - torrance\Clients - Municipalities\Pleasanton, City of\1006018Pleasanton -Apple Services Agreement (execution).doc Confidential For Employer Use Only (Rev. 01/10) 1�v Page 5 of 11